sv8
As filed
with the Securities and Exchange Commission on January 20, 2006
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUALCOMM INCORPORATED
(Exact name of registrant as specified in its charter)
| |
|
|
| DELAWARE
|
|
95-3685934 |
|
|
|
|
| (State or other jurisdiction
|
|
(I.R.S. employer identification no.) |
| of incorporation or organization) |
|
|
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121
(Address of principal executive offices)
Options to purchase common stock granted under the
Berkana Wireless Inc. 2001 Stock Incentive Plan, 2002 Stock Plan and 2002
Executive Stock Plan assumed by QUALCOMM Incorporated
(Full title of the plans)
PAUL E. JACOBS
CHIEF EXECUTIVE OFFICER
QUALCOMM INCORPORATED
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121
(Name and address of agent for service)
This registration statement shall hereafter become effective in accordance with Rule 462
promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
|
|
|
Proposed |
|
|
|
Proposed maximum |
|
|
|
|
|
| Title of |
|
|
|
|
|
|
|
maximum |
|
|
|
aggregate offering |
|
|
|
|
|
| Securities to be |
|
|
Amount to be |
|
|
|
offering price |
|
|
|
price3 |
|
|
|
Amount of |
|
| registered1 |
|
|
registered2 |
|
|
|
per share3 |
|
|
|
|
|
|
|
registration fee |
|
2001 Stock Incentive Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
Par Value $.0001 |
|
|
|
1,637 |
4 |
|
|
$ |
6.05 |
|
|
|
$ |
9,903.85 |
|
|
|
$ |
1.06 |
|
|
2002 Stock Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Par Value $.0001 |
|
|
|
454,161 |
5 |
|
|
$ |
43.10 |
|
|
|
$ |
19,574,339.10 |
|
|
|
$ |
2,094.45 |
|
2002 Executive Stock Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Par Value $.0001 |
|
|
|
27,325 |
6 |
|
|
$ |
27.63 |
|
|
|
$ |
754,989.75 |
|
|
|
$ |
80.78 |
|
Total |
|
|
|
483,123 |
|
|
|
|
|
|
|
|
$ |
20,339,232.70 |
|
|
|
$ |
2,176.29 |
|
| |
|
|
|
| 1 |
|
The securities to be registered include options to acquire Common Stock. |
| |
| 2 |
|
Pursuant to Rule 416(a), this registration statement also covers any additional
securities that may be offered or issued in connection with any stock split, stock dividend or
similar transaction. |
| |
| 3 |
|
Calculated solely for the purposes of this offering under Rule 457(h) on the basis of
the weighted average exercise price of the outstanding assumed options. |
| |
| 4 |
|
Represents shares subject to issuance upon the exercise of outstanding stock options
under the 2001 Stock Incentive Plan of Berkana Wireless Inc. and assumed by QUALCOMM Incorporated
on December 30, 2005, pursuant to the Agreement and Plan of Merger by and among QUALCOMM
Incorporated, BWI Acquisition Corporation and Berkana Wireless Inc., dated December 30, 2005. |
| |
| 5 |
|
Represents shares subject to issuance upon the exercise of outstanding stock options
under the 2002 Stock Plan of Berkana Wireless Inc. and assumed by QUALCOMM Incorporated on December
30, 2005, pursuant to the Agreement and Plan of Merger by and among QUALCOMM Incorporated, BWI
Acquisition Corporation and Berkana Wireless Inc., dated December 30, 2005. |
| |
| 6 |
|
Represents shares subject to issuance upon the exercise of outstanding stock options
under the 2002 Executive Stock Plan of Berkana Wireless Inc. and assumed by QUALCOMM
Incorporated on December 30, 2005, pursuant to the Agreement and Plan of Merger by and among
QUALCOMM Incorporated, BWI Acquisition Corporation and Berkana Wireless Inc., dated December 30,
2005. |
TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
QUALCOMM Incorporated (the “Company”) hereby incorporates by reference in this registration
statement the following documents:
(a) The Company’s latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing audited
financial statements for the Company’s latest fiscal year ended September 25, 2005 as filed with
the Securities and Exchange Commission on November 2, 2005.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the registrant document referred to in (a) above.
(c) The description of the Company’s Common Stock contained in the Company’s registration
statement filed under the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, the Company has broad powers to
indemnify its directors and officers against liabilities they may incur in such capacities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The
Company’s Bylaws require the Company to indemnify its directors and executive officers and may
indemnify its other officers to the full extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross negligence by officers and
directors, and requires the Company to advance litigation expenses in the case of stockholder
derivative actions or other actions, against an undertaking by the officer or director to repay
such advances if it is ultimately determined that the officer or director is not entitled to
indemnification. The Bylaws further provide that rights conferred under such Bylaws shall not be
deemed to be exclusive of any other right such persons may have or acquire under any statute,
provision of any Certificate of Incorporation, Bylaw, agreement, vote of stockholders,
disinterested directors or otherwise.
In addition, the Company’s Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of the directors’ fiduciary
duty of care to the Company and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to liability for breach of
the director’s duty of loyalty to the Company, or acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading to improper personal
benefit to the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not affect a director’s
responsibilities under any other law, such as the federal securities laws or state or federal
environmental laws.
The Company currently has a policy providing directors and officers liability insurance with
insured directors and officers of the Company in certain circumstances. The policy also insures
the Company against losses as to which its directors and officers are entitles to indemnification.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on
January 18, 2006.
| |
|
|
|
|
| |
QUALCOMM Incorporated
|
|
| |
By: |
/s/ Paul E. Jacobs
|
|
| |
|
Paul E. Jacobs, Chief Executive Officer |
|
| |
|
|
|
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of QUALCOMM Incorporated whose signatures appear below, hereby
constitute and appoint PAUL E. JACOBS and WILLIAM E. KEITEL, and each of them, their true and
lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign
and execute on behalf of the undersigned any amendment or amendments to this registration statement
on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said
attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Paul E. Jacobs
|
|
Chief Executive Officer
|
|
January 18, 2006 |
Paul E. Jacobs
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
/s/ William E. Keitel
|
|
Executive Vice President and
|
|
January 19, 2006 |
William E. Keitel
|
|
Chief Financial Officer |
|
|
|
|
(Principal Financial and |
|
|
|
|
Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Irwin Mark Jacobs
|
|
Chairman of the Board
|
|
January 13, 2006 |
Irwin Mark Jacobs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard C. Atkinson
|
|
Director
|
|
January 17, 2006 |
Richard C. Atkinson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Adelia A. Coffman
|
|
Director
|
|
January 17, 2006 |
Adelia A. Coffman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Donald G. Cruickshank
|
|
Director
|
|
January 16, 2006 |
Donald G. Cruickshank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Raymond V. Dittamore
|
|
Director
|
|
January 16, 2006 |
Raymond V. Dittamore |
|
|
|
|
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
|
|
|
/s/ Diana Lady Dougan
|
|
Director
|
|
January 13, 2006 |
Diana Lady Dougan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert E. Kahn
|
|
Director
|
|
January 16, 2006 |
Robert E. Kahn |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Duane A. Nelles
|
|
Director
|
|
January 13, 2006 |
Duane A. Nelles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter M. Sacerdote
|
|
Director
|
|
January 13, 2006 |
Peter M. Sacerdote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Brent Scowcroft
|
|
Director
|
|
January 13, 2006 |
Brent Scowcroft |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Marc I. Stern
|
|
Director
|
|
January 17, 2006 |
Marc I. Stern |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard Sulpizio
|
|
Director
|
|
January 13, 2006 |
Richard Sulpizio |
|
|
|
|
EXHIBIT INDEX
| |
|
|
4.1
|
|
Restated Certificate of Incorporation of the Company, as amended, is
incorporated by reference to Exhibit 99.5 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 11, 2005. |
|
|
|
4.2
|
|
Certificate of Amendment of Certificate of Designation is incorporated by
reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 30, 2005. |
|
|
|
4.3
|
|
Amended and Restated Bylaws of the Company are incorporated by reference to
Exhibit 99.6 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 11, 2005. |
|
|
|
5
|
|
Opinion re legality |
|
|
|
23.1
|
|
Consent of Counsel (included in Exhibit 5) |
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm |
|
|
|
24
|
|
Power of Attorney (included in signature pages to this registration statement) |
|
|
|
99.1
|
|
2001 Stock Incentive Plan of Berkana Wireless Inc. |
|
|
|
99.2
|
|
Form of Stock Option Agreement under the 2001 Stock Incentive Plan of Berkana
Wireless Inc. |
|
|
|
99.3
|
|
2002 Stock Plan of Berkana Wireless Inc. |
|
|
|
99.4
|
|
Form of Stock Option Agreement under the 2002 Stock Plan of Berkana Wireless
Inc. |
|
|
|
99.5
|
|
2002 Executive Stock Plan of Berkana Wireless Inc. |
|
|
|
99.6
|
|
Form of Stock Option Agreement under the 2002 Stock Plan of Berkana Wireless
Inc. |